EXCHANGE AGREEMENT
AGREEMENT made this 5th day of February, 2004 by and between Castle Holding
Corp., a Nevada corporation ("Castle") with offices at 00 Xxxxxx Xxxxxx,
Xxxxxxxx, XX 00000, whose shares of common stock trade on the "Pink Sheets"
(symbol "CHOD") and its wholly owned subsidiary, Sparta Holding Corp., a Nevada
corporation ("Sparta" and with Castle, the "Company") with offices at 00 Xxxxxx
Xxxxxx, Xxxxxxxx, XX 00000 and Feltsen Partners LLC, a Pennsylvania Limited
Liability Corporation ("Feltsen"), whose address is P. O. Xxx 0000, Xxxxxxxxxxx
Xxxxx, XX 00000.
W I T N E S S E T H:
For and in consideration of the mutual premises and covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby confirmed and acknowledged, the parties hereto agree as follows:
1. Feltsen hereby conveys, assigns and transfers to Sparta all Feltsen's right,
title and interest in and to those properties referred to as mining claims
("Claims") that are under the jurisdiction of the United States Department of
the Interior, Bureau of Land Management and known as the Sandvic Property
located in Xxxxxxxx County, Arizona that are described in Exhibit A and Exhibit
B attached hereto and are subject to the terms and conditions of an Option To
Lease Or Purchase Agreement With Exploration Rights dated November 26th, 1993
("Option"), a copy of which is attached hereto as Exhibit C. Feltsen will effect
such conveyance by forthwith preparing, executing and duly recording a quit
claim deed to Sparta (the Deed") in form reasonably acceptable to counsel to
Castle covering the Claims, subject to the terms and conditions of the Option,
and by executing, delivering and, where appropriate, filing and recording all
further deeds and assignments that are necessary or desirable to effect the
conveyance, assignment and transfer of the Claims and of all records, documents
and properties appurtenant to the Claims. Without limiting the the rights,
powers and privileges Sparta otherwise acquires under this Agreement or the
Deed, Feltsen specifically represents, warrants, covenants and agrees that
Sparta will have access and freedom to and from the Sandvic Property, conduct
any exploration, mining, removal of natural minerals and materials and
processing thereof, which Sparta wishes to undertake on the Sandvic Property and
any other activities it deems necessary in, on, above and below these Claims,
subject to all terms and conditions of the Option and to all rules and
regulations of Federal, state and local laws related to these activities.
2. Sparta will cause its stock transfer agent to issue, countersign and
appropriately legend (i) one or more (as instructed by Feltsen) stock
certificates ("Feltsen Certificates") for a total of 11,000,000 shares ("Feltsen
Shares") of the Sparta Common Stock $0.001 par value ("Common") to Feltsen
representing approximately 97% of the Common outstanding following the
transactions contemplated herein and (ii) one or more (as instructed by Castle)
stock certificates ("Castle Certificates" and with the Feltsen Certificates the
"Certificates") upon exchange for any and all stock certificates for Common
currently held by Castle (plus, to the extent necessary or desirable) new issue
shares of Common, for a total of 340,000 shares of Common representing
approximately 3% of the shares of Common outstanding following the transactions
contemplated herein. Of the Castle Common, 336,695 shares will be distributed
(at the expense of Sparta) to the shareholders of record of Castle common stock
on the date of this Agreement as promptly as practicable in view of applicable
state corporate and of federal and state securities laws at a ratio of one share
of Common for each 100 shares of Castle common stock. The Certificates will be
legended to reflect that they may not be transferred except in accordance with
applicable federal and state securities laws or appropriate exemptions therefrom
and the recipients thereof will, and will cause any proper assigns thereof (so
long as such restrictions on transfer thereof continue) to, agree that they are
taking the Common that they are receiving for investment purposes only and not
with a view toward resale except in accordance with applicable federal and state
securities laws or exemption therefrom.
3. Feltsen represents, warrants, covenants and agrees that:
(a) It is a limited liability company duly organized and in good
standing in Pennsylvania and is duly qualified to do business
and is in good standing in those states where necessary in
order to carry out the purpose of this Agreement;
(b) It has the capacity to enter into and perform this Agreement
and all transactions contemplated herein, and all corporate
and other actions required to authorize it to enter into and
perform this Agreement have been properly taken;
(c) It will not breach any other agreement or arrangement by
entering into or performing this Agreement;
(d) This Agreement has been duly executed and delivered by it and
is valid and binding upon it in accordance with its terms;
(e) It has the sole and rightful possession of the Claims, subject
to the Option and to all applicable rules and regulations of
Federal, state and local laws: and
(f) No consent or approval of any third party or government agency
is required for the execution, delivery or performance of this
Agreement or the transfer of any interest in the Claims or any
other properties or assets to be conveyed, assigned or
transferred by it hereunder, provided, however, that the
foregoing shall not apply to any required governmental
approvals of operational matters such as plans of operations
to be approved by the Department of the Interior, Bureau of
Land Management or any other governmental agencies, or any
requirements of the Option.
4. Sparta represents, warrants, covenants and agrees that:
(a) It is a corporation duly incorporated and in good standing in
Nevada and that it is duly qualified to do business and is in
good standing in those states where necessary in order to
carry out the purpose of this Agreement;
(b) It has the capacity to enter into and perform this Agreement
and all transactions contemplated herein, and all corporate
and other actions required to authorize it to enter into and
perform this Agreement have been properly taken;
(c) It will not breach any other agreement or arrangement by
entering into or performing this Agreement;
(d) This Agreement has been duly executed and delivered by it and
is valid and binding upon it in accordance with its terms; and
(e) No consent or approval of any third party or government agency
is required for the execution, delivery or performance by it
of this Agreement or the issuance of the Certificates.
5. Castle represents, warrants, covenants and agrees that:
(a) It and Sparta are corporations duly incorporated and in good
standing in Nevada and each of them it is dulyqualified to do
business and is in good standing in those states where
necessary in order to carry out the purpose of this Agreement;
(b) It and Sparta each has the capacity to enter into and perform
this Agreement, and all transactions contemplated herein and
all corporate and other actions required to authorize each of
them to enter into and perform this Agreement have been
properly taken;
(c) It and Sparta will not breach any other agreement or
arrangement by entering into or performing this Agreement;
(d) This Agreement has been duly executed and delivered by it and
Sparta and is valid and binding upon each of them in
accordance with its terms; and
(e) No consent or approval of any third party or government agency
is required for the execution, delivery or performance by it
of this Agreement or the issuance by Sparta of the
Certificates.
6. The parties will take such other and further action, and will deliver duly
executed documents and certificates, as may be necessary or appropriate to
effectuate the terms and intent of this Agreement.
The terms and conditions of this Agreement shall be governed by the laws
applicable to contracts executed by residents of the State of New York, and
fully to be performed, in that state.
The terms and conditions contained herein shall be binding upon all successors
and assigns of the respective parties hereto and all further successors,
assigns, heirs and personal representatives of any person with an interest
hereunder.
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective the
day and year first above written.
Castle Holding Corp.
By:
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Title
Sparta Holding Corp.
By:
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Title
Feltsen Partners LLC
By:
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Xxxx Xxxxxx, Managing Director
